General Principles - The rules aim to protect the rights of Hubei Hendi Pharmaceutical Co., Ltd. and its shareholders, standardize the board's decision-making processes, and clarify the responsibilities of directors [1][2] - The board of directors is the decision-making body for the company's management, responsible for major operational decisions and accountable to the shareholders [1][2] Board Composition - The board consists of eight directors, including three independent directors and one employee representative [2] - At least one-third of the board members must be independent directors, with at least one being a professional accountant [2] Board Responsibilities - The board is responsible for convening shareholder meetings, executing resolutions, and making decisions on the company's operational plans and financing [9][10] - The board must act within the authority granted by the shareholders and the company's articles of association [10][11] Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [15][16] - Directors must be notified of meetings in advance, and all relevant materials must be provided to ensure informed decision-making [18][19] Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for related party transactions and other significant matters [41][42] - Independent directors must provide reasons for any dissenting votes, which should be disclosed alongside board resolutions [39][40] Documentation and Disclosure - Meeting minutes must accurately reflect discussions and decisions, and must be signed by attendees [46][47] - The company is required to disclose board resolutions and significant matters to the Shenzhen Stock Exchange within two working days [48][49] Amendments and Interpretation - The rules can be amended by the board and must be approved by the shareholders [55][56] - The board is responsible for interpreting these rules [56]
亨迪药业: 2-董事会议事规则